201802662 - Laserfiche WebLink

Browse

Form 1412027v6; 09/12/17; 1790474.8 - 7 - 201832662 9. Amendments, Assigns and Transfers: a. Amendment. This Conservation Easement may only be amended if in writing and by unanimous agreement of the Grantor(s) and the Holder or each of their successors and assigns. Any amendments to this Conservation Easement must be signed by all parties and recorded with the Register of Deeds of the County in which the Premises is located to be valid and enforceable. b. Assignment. This Conservation Easement is not assignable or otherwise transferrable by Grantor except when the fee simple interest of the Premises is conveyed by Grantor. Holder may assign its rights and obligations under this Conservation Easement pursuant to the Conservation and Preservation Easements Act. Upon such assignment, the then existing Holder shall be relieved of any and all obligations under this Conservation Easement. c. Subsequent Transfers. Grantor agrees to incorporate the terms of this Conservation Easement in any deed or other legal instrument by which it divests itself of any interest in all or a portion of the Premises, including, without limitation, a leasehold interest. 10. Right of First Refusal: If Grantor desires to sell the Premises and shall receive a bona fide written offer (the "Purchase Offer ") from any unaffiliated third party, Grantor shall by written notice (the "Offer Notice ") to Holder, offer to Holder the right to enter into a contract for the purchase of the Premises on the terms set forth in such Purchase Offer and Holder shall have thirty (30) days after receipt of such Offer Notice in which to accept in writing such terms and conditions. Upon a timely acceptance of such Purchase Offer by Holder, Grantor and Holder shall enter into a contract for the purchase of the Premises upon the terms and conditions specified in the Offer Notice from Grantor to Holder. In the event that Holder shall fail to accept the terms and conditions of sale by written notification to Grantor prior to the expiration of such thirty (30) -day period, Grantor shall thereafter be free to sell the Premises to any such unaffiliated third party pursuant to the Purchase Offer. Notwithstanding anything herein to the contrary, in the event that (i) Grantor fails to close within ninety (90) days after the closing date set forth in the Purchase Offer or (ii) a material term in a Purchase Offer is modified, for purposes of this Conservation Easement, such proposed sale after said ninety (90) day period or such material modification to a Purchase Offer shall be deemed to create a new Purchase Offer and, notwithstanding a prior election or deemed election by Holder not to purchase the Premises, such new Purchase Offer shall be subject to the requirements set forth in this Section. The right of first refusal contained in this Section shall not apply to a foreclosure or similar sale of the Premises by any holder of a mortgage on the Premises or to the granting of a deed in lieu of foreclosure by Grantor to such holder. Holder's right of first refusal granted herein shall remain in full force and effect until the termination of this Conservation Easement and shall be binding upon any subsequent owners of the Premises should any subsequent owner receive an offer for the sale of the Premises that it desires to accept. 11. U.S. Fish and Wildlife Service Notice: This Conservation Easement is being conveyed subject to requirements of a grant from the U.S. Fish and Wildlife Service- Division of Bird Habitat Conservation, 1849 C Street, NW, Washington, DC 20240, through the North America Wetlands Conservation Act, through a proposal named Central Platte River Partnership II, submitted by Ducks Unlimited, Inc., on July 3, 2014. A grant, Agreement F15AP00437, was awarded to Ducks Unlimited, Inc., on May 21, 2015. Copies of the grant proposal and grant